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covenants or agreements set forth herein or in any Closing Document, and (iii) all Excluded Obligations.
<br />Any requirements of this section are only to the limits set forth in §768.28, Florida Statutes.
<br />b. Purchaser agrees that on and after the Closing Date it shall indemnify and hold
<br />harmless Seller and its members, stockholders, directors, officers, employees, agents and representatives
<br />(collectively, the "Seller Indemnified Parties") from and against any Loss and Expense suffered by the Seller
<br />Indemnified Parties by reason of or arising out of (i) any misrepresentation or breach of a representation or
<br />warranty made by Purchaser pursuant to this Agreement, the Closing Documents, or any collateral
<br />document, (ii) any failure by Purchaser to perform or fulfill any of its covenants or agreements set forth in
<br />this Agreement or any Closing Document, and (iii) all Assumed Obligations..
<br />14. Termination. This Agreement may be terminated at any time after expiration of the Due
<br />Diligence Period and prior to the Closing only pursuant to the following provisions: (a) by mutual consent of
<br />Seller and Purchaser; (b) by Purchaser in the event that Seller is in breach of any of the representations,
<br />warranties, covenants or agreements of the Seller contained in this Agreement or in any Closing Document,
<br />and such a breach is not capable of being cured or is not cured within ten (10) Business Days of written
<br />notice; (c) by Purchaser, in its sole discretion, for any reason prior to the expiration of the Due Diligence
<br />Period; or (d) by Seller in the event that Purchaser is in breach of any of the representations, warranties,
<br />covenants or agreements of the Purchaser contained in this Agreement or in any Closing Document, and
<br />such a breach is not capable of being cured or is not cured within ten (10) Business Days of written notice.
<br />This Section 13 shall not limit Purchaser's right to terminate during the Due Diligence Period.
<br />15. Risk of Loss. The risk of loss, damage, or destruction to the Tower Assets including any of
<br />the equipment, inventory, or other personal property to be conveyed to Purchaser under this Agreement shall
<br />be borne by Seller until the consummation of the Closing. In the event of such loss, damage, or destruction,
<br />Seller shall serve immediate notice to Purchaser regarding the nature of such damage. Upon receipt of such
<br />notice, Purchaser shall have the option, exercisable in Purchaser's sole discretion, to terminate this
<br />Agreement or to proceed to Closing and to receive at Closing an assignment of insurance proceeds on
<br />account of such damage or destruction. Seller agrees to maintain any existing fire and extended coverage
<br />casualty insurance through and including the Closing covering all of the Tower Assets.
<br />16. Non -Competition. For the ten (10) year period commencing on the Closing Date through
<br />and including the tenth (10'x' ) anniversary of the Closing Date (the "Restricted Period"), neither Seller nor
<br />any of its Affiliates (and Seller will ensure that none of their respective members of senior management)
<br />will, directly or indirectly, own or operate (whether as owner, partner, officer, director, employee, investor,
<br />lender or otherwise) any telecommunications tower or site that is located within a five (5) mile radius of the
<br />Site. Seller acknowledges that both the ten (10) year length of time and the geographic scope set forth in this
<br />Section 16 are considered by it to be reasonable given the nature of the business of Purchaser and are
<br />necessary to the protection of the business.
<br />17. Agreement to Cooperate. Each of the parties shall use reasonable business efforts (x) to take,
<br />or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Law to
<br />consummate the Purchase, and (y) to refrain from taking, or cause to be refrained from taking, any action
<br />and to refrain from doing or causing to be done, anything which could impede or impair the consummation
<br />of the Purchase. "Reasonable Business Efforts" shall not require the expenditure of more than $5,000 by the
<br />Seller, including attorney's fees.
<br />18. Non -solicitation. From the Effective Date until the earlier to occur of (i) the termination of
<br />this Agreement in accordance with its terms and (ii) the Closing Date, Seller will not (and direct any of its
<br />respective shareholders, employees, representatives or agents not to), directly or indirectly, solicit, initiate,
<br />encourage or participate in negotiations in any manner with respect to, or furnish or cause or permit to be
<br />furnished any information to any Person (other than Purchaser or Purchaser's representatives) in connection
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